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<br />(a) Exclusive Control. Grantee shall have exclusive control of all <br />development, removal, transport, and processing of the Surface Resources, and exclusive control <br />of all equipment, supplies, machinery or other assets purchased or otherwise acquired in <br />connection with such development, removal, transport and processing operations. <br />(b) Permits. Grantee shall have exclusive control over, and the authority to <br />apply for all necessary permits, licenses and other approvals from the United States of America, <br />the State of Colorado or any other governmental or other entity having regulatory authority over <br />any part of the Claims or Surface Resources; provided however that the GT Members agree not <br />to obstruct or unreasonably delay Grantee's applications for permits, licenses and or other <br />approvals; and <br />(c) Incidental Rights. Grantee shall have all other rights necessary or incident <br />to exercising its rights granted in this Conveyance. <br />Section 3 -Right of First Refusal on Underground Mining and Sale of Minerals, <br />(a) Grant. If Grantor desires to assign or otherwise convey all or any part of <br />its interest in any Minerals (other than the Surface Resources) in, on, or under any of the Claims, <br />or grant a third party the right to mine any of the Claims using underground methods, Grantee <br />shall have and Grantor hereby grants and conveys to Grantee a preemptive right to acquire such <br />interest and/or participate in such underground mining operations as provided in this Section 3. <br />(b) Notice of Sale to Third Partv. If Grantor intends to assign or otherwise <br />convey all or any part of its interest in Minerals (other than the Surface Resources) in, on or <br />under any of [he Claims, or grant a third party the right to mine any of the Claims using <br />underground methods (collectively, a "Transfer"), Grantor shall promptly notify Grantee of its <br />intentions. The Notice of Transfer ("Notice") shall state all pertinent terms and conditions of the <br />intended Transfer (including the price if such Transfer is a sale) and, and if such intended <br />Transfer is the result of an offer from a third party, shall be accompanied by a copy of the <br />contract for sale or underground mining proposal. If the intended Transfer is based upon a third <br />party offer and if the consideration for the Transfer is, in whole or in part, other than monetary, <br />the Notice shall describe such consideration and its monetary equivalent (based upon the fair <br />market value of the nonmonetary consideration and stated in terms of cash or currency). Grantee <br />shall have 60 days from the date the Notice is delivered to notify the Grantor whether it elects to <br />acquire the offered interest on the same terms and conditions as set forth in the Notice. If it does <br />so elect, the Transfer of the identified interest to GT shall be consummated promptly after Notice <br />of such election is delivered to the Grantor. <br />(c) Sale to Third Partv. If Grantee faits to so elect within the period provided <br />for in Section 3(b), the Grantor shall have 90 days following the expiration of such period to <br />consummate the Transfer to the third party set forth in the Notice, on the terms set forth in the <br />Notice. <br />-3- <br />